Working Capital Adjustment Clause Samples
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Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror.
(b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount.
(c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement.
(d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounti...
Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing.
(b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provid...
Working Capital Adjustment. (a) (i) Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Statement”) setting forth Working Capital as of the close of business on the Closing Date (“Closing Working Capital”), which statement shall be prepared in accordance with the requirements of this Section 2.02.
(ii) During the 45-day period following Seller’s receipt of the Statement, Seller shall be permitted to review the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon the parties on the forty-fifth (45th) day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement (“Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on whether the Seller Accounting Policies were used correctly, based on whether if none of the Seller Accounting Policies applies to a particular adjustment in the Statement, whether that adjustment is consistent with the Company’s historical practices, based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.02. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (1) or (2) below) shall become final and binding upon Seller and Buyer on the earlier of (1) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (2) the date any disputed matters are finally resolved in writing by the Accounting Firm.
(iii) During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to a nationally recognized independent accounting firm mutually agreed upon by Seller and Buyer (the “Accounting Firm”) for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The scope of the Accounting Firm’s review shall be limited to only those matters which remain in dispute and which were properly included in the Notice of Disagreement. Seller and Buyer shall use reasonable efforts to...
Working Capital Adjustment. (i) For all purposes of and under this Agreement, the term “Working Capital” shall mean (x) the value of the current assets of the categories described on Schedule E hereto of the Acquired Companies and the Acquired Assets, minus (y) the value of the current liabilities of the categories described on Schedule F hereto of the Acquired Companies and included in the Assumed Liabilities.
Working Capital Adjustment. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares:
(a) Prior to the Closing Date, the Company shall prepare a calculation of the Working Capital (as defined herein) for the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent for review. Within five (5) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company whether Parent agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capital, in the latter case specifying in reasonable detail the points of disagreement. If any such dispute cannot be resolved to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then ▇▇▇▇▇▇▇▇ & Company, LLP, CPA’s (“▇▇▇▇▇▇▇▇”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All determinations made by ▇▇▇▇▇▇▇▇, shall be final, conclusive and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Working Capital.
Working Capital Adjustment. 5 Section 2.3
Working Capital Adjustment. (a) For purposes of this Section 2.04, the following terms are defined as:
Working Capital Adjustment. (a) On the Closing Date, the Company and the Subsidiaries shall have $10,000,000 in Working Capital (as defined below) on a consolidated basis (the “Target Working Capital”). For the purposes of this Agreement, “Working Capital” shall mean (i) all current assets of the Company and the Subsidiaries, less (ii) all current liabilities of the Company and the Subsidiaries, in each case calculated in accordance with GAAP applied consistently with the audited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2005 (the “Balance Sheet”). A calculation of Working Capital as of March 31, 2006, is set forth on Schedule 3.2(a) hereto. Notwithstanding anything herein to the contrary, for purposes of calculating Working Capital and determining any of the adjustments contemplated by this Section 3.2, (i) in no event and under no circumstances shall any Tax deductions, Tax refund receivables, reduction in Tax liabilities or other Tax benefits to the Company and its Subsidiaries related to the transactions contemplated by this Agreement, including, without limitation, as may be related to the payment of any portion of the Company’s expenses, the cancellation or exercise of any Company Stock Options or other securities or any of the other transactions contemplated hereby, be treated as current assets or a reduction in current liabilities of the Company, (ii) in no event and under no circumstances shall any advertising credits due from Conde Nast Publications Ltd. be considered a current asset of the Company, (iii) in no event and under no circumstances shall any amount be added to the total current assets of the Company with respect to investments, improvements or expenses made or paid in connection with the relocation of the Company’s headquarters, (iv) up to $100,000 shall be added to the Working Capital total for fees and expenses incurred by the Company for additional legal and accounting services provided solely in connection with the preparation of any Disclosure Document (as defined below), other than the Information Statement (as defined below), and the financial statements required for the Financing and (v) each of the other methodologies for calculating Working Capital set forth on Schedule 3.2(a) shall be used.
Working Capital Adjustment. The parties acknowledge that the Total Parent Share Amount is based upon a presumed working capital of the Company as of December 31, 1999 equal to (($850,000)) (the "Presumed Company Working Capital"). For purposes of this Section 2.2, the working capital of the Company shall be equal to the Company's consolidated current assets less its consolidated current liabilities plus (i) the amount accrued as a current expense in respect of amounts payable by the Company under the Non-Negotiable Note, dated October 1, 1999, of the Company and the Stockholders issued to ▇▇▇▇▇▇ ▇▇▇▇▇ (the "▇▇▇▇▇ Note") and (ii) the accrued amount of any Transaction Costs (as defined in Section 10.1 hereof). The Stockholders agree to work with Alloy and the Company to produce an audited balance sheet as of December 31, 1999 and related audited statements of income and expense for the year ended December 31, 1999 (the "Audited 1999 Financial Statements") as soon as practicable after the Effective Time. If the Actual Company Working Capital (as defined below) as of December 31, 1999 is less than the Presumed Company Working Capital, then the Total Parent Share Amount shall be reduced by an amount (the "Working Capital Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the difference between the Presumed Company Working Capital and the Actual Company Working Capital by (B) the Stipulated Price. In addition, if ▇▇▇▇ ▇▇▇▇▇▇ or Alloy shall be required to make any expenditures in excess of $50,000 in connection with the preparation of the Audited 1999 Financial Statements and the audit of the Company's financial statements for the fiscal years ended December 31, 1997 and 1998 (the "Extraordinary Audit Expenses"), then the Total Parent Share Amount shall be reduced by an amount (the "Audit Expense Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the amount of the Extraordinary Audit Expenses by (B) the Stipulated Price; provided, that the Stockholders may elect to pay the amount of the Extraordinary Audit Expenses in cash to the extent necessary to preserve the tax free nature of the Merger. The Total Parent Share Amount, as reduced by the Working Capital Adjustment Factor and the Audit Expense Adjustment Factor, if any, together with the Cash Amount, shall be the "Merger Consideration." As soon as practicable after the completion by the Company of the Audited 1999 Financial Statements, the Company and each of the Stockholders shall d...
Working Capital Adjustment. (a) The Purchase Price has been established by the parties on the basis and with the understanding that Working Capital will be Two Hundred Fourteen Thousand Nine Hundred Dollars ($214,900.00) (the “Working Capital Target”). Accordingly, if Working Capital is greater than the Working Capital Target, the Purchase Price will be increased on a dollar-for-dollar basis by 55% of the amount of such excess (a “Working Capital Surplus Amount”), and if Working Capital is less than the Working Capital Target, the Purchase Price will be decreased on a dollar-for-dollar basis by 55% of the amount of such deficit (a “Working Capital Shortfall Amount”).
(b) At least two Business Days prior to Closing, the Sellers’ Representative will deliver or cause to be delivered to Buyer a certificate, duly signed by ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ on behalf of the Company (the “Working Capital Estimate Certificate”), setting forth the Company’s good faith PR01/ 1471369.15 estimate of Working Capital (“Estimated Working Capital”). If the Estimated Working Capital is greater than the Working Capital Target, the amount of such excess is an “Estimated Working Capital Surplus Amount”. If the Estimated Working Capital is less than the Working Capital Target, the amount of such deficit is an “Estimated Working Capital Shortfall Amount”. The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be.
(c) Within 90 days after the Closing Date, Buyer will deliver to the Sellers’ Representative a certificate (the “Buyer’s Working Capital Certificate”) setting forth Buyer’s calculation of the final Working Capital (the “Buyer’s Working Capital Calculation”).
(d) The Working Capital Estimate Certificate and the Buyer’s Working Capital Certificate will be prepared and calculated in accordance with GAAP applied consistently and in accordance with the Accounting Policies set forth on Exhibit 1.01.
(e) (1) During the 45-day period following receipt by the Sellers’ Representative of the Buyer’s Working Capital Certificate, Buyer will provide the Sellers’ Representative access to the working papers and other information supporting the calculation of the Buyer’s Working Capital Calculation. The Buyer’s Working Capital Certificate will become final and binding on the parties on the 46th day following...